<SEC-DOCUMENT>0001579220-18-000008.txt : 20181009
<SEC-HEADER>0001579220-18-000008.hdr.sgml : 20181009
<ACCEPTANCE-DATETIME>20181009152032
ACCESSION NUMBER:		0001579220-18-000008
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20181009
DATE AS OF CHANGE:		20181009
GROUP MEMBERS:		ALESIA VALUE FUND; ALESIA ASSET MANAGEMENT; ALESIA INVESTMENT MANAGEMENT; CHRISTOPHER E. OLIN; TIMOTHY J. STABOSZ

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHI INC
		CENTRAL INDEX KEY:			0000350403
		STANDARD INDUSTRIAL CLASSIFICATION:	AIR TRANSPORTATION, NONSCHEDULED [4522]
		IRS NUMBER:				720395707
		STATE OF INCORPORATION:			LA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-33163
		FILM NUMBER:		181113498

	BUSINESS ADDRESS:	
		STREET 1:		2001 SE EVANGELINE THRUWAY
		STREET 2:		-
		CITY:			LAFAYETTE
		STATE:			LA
		ZIP:			70508
		BUSINESS PHONE:		(337) 235-2452

	MAIL ADDRESS:	
		STREET 1:		PO BOX 90808
		CITY:			LAFAYETTE
		STATE:			LA
		ZIP:			70509

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PETROLEUM HELICOPTERS INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Alesia Value Fund LLC
		CENTRAL INDEX KEY:			0001579220
		IRS NUMBER:				383906144
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		22287 MULHOLLAND HWY
		STREET 2:		STE 180
		CITY:			CALABASAS
		STATE:			CA
		ZIP:			91302
		BUSINESS PHONE:		3236428043

	MAIL ADDRESS:	
		STREET 1:		22287 MULHOLLAND HWY
		STREET 2:		STE 180
		CITY:			CALABASAS
		STATE:			CA
		ZIP:			91302
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>AVF-13DA-Oct18.txt
<DESCRIPTION>PHI SC 13D/A
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)


UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*


PHI, Inc.

--------------------------------

(Name of Issuer)


NON-VOTING COMMON STOCK, PAR VALUE OF $0.10 PER SHARE
VOTING COMMON STOCK, PAR VALUE OF $0.10 PER SHARE

---------------------------------------

(Title of Class of Securities)


69336T205
69336T106

---------

(CUSIP Number)


Christopher E. Olin
Alesia Asset Management LLC
22287 Mulholland Highway, Suite 180
Calabasas, CA 91302
(818) 458-8459

----------------------------------------

(Name, Address and Telephone Number of the Person

Authorized to Receive Notices and Communications)


October 4, 2018

----------------

(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement

on Schedule 13G to report the acquisition that is the

subject of this Schedule 13D, and is filing this

schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),

check the following box [ ].


Note. Schedules filed in paper format shall include a signed

original and five copies of the schedule, including all

exhibits. See Section 240.13d-7 for other parties to whom

copies are to be sent.


*The remainder of this cover page shall be filled out for a

reporting person's initial filing on this form with respect

to the subject class of securities, and for any subsequent

amendment containing information which would alter disclosures

provided in a prior cover page.


The information required on the remainder of this cover page shall

not be deemed to be "filed" for the purpose of Section 18 of the

Securities Exchange Act of 1934 or otherwise subject to the

liabilities of that section of the Act but shall be subject to all

other provisions of the Act (however, see the Notes.)


CUSIP NO. 69336T205
	  69336T106


---------------------------------------------------------------------

1.       Names of Reporting Persons


         Alesia Value Fund LLC


----------------------------------------------------------------------

2.       Check the Appropriate Box                         (a)     [X]

         if a Member of a Group                            (b)     [_]


----------------------------------------------------------------------

3.       S.E.C. Use Only


----------------------------------------------------------------------

4.       Source of Funds

         WC


-----------------------------------------------------------------------

5.       Check box if disclosure of legal proceedings

	 is required pursuant to items 2(d) or 2(e): [_]


----------------------------------------------------------------------

6.      Citizenship or Place of Organization


	California

----------------------------------------------------------------------

Number of Shares        (7)     Sole Voting Power          0

Beneficially            (8)     Shared Voting Power        41,408 shares
Owned by Each						   of Non-Voting
Reporting Person With:					   Common Stock

		        (9)     Sole Dispositive Power     0

		        (10)   	Shared Dispositive Power   41,408 shares
							   of Non-Voting
							   Common Stock


----------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person


       41,408 shares of Non-Voting Common Stock

-----------------------------------------------------------------------

12.    Check if the Aggregate Amount in Row (11) Excludes Certain

       Shares


       [_]

-----------------------------------------------------------------------

13.    Percent of Class Represented by Amount in Row 11


       0.3% of the outstanding shares of Non-Voting Common Stock

-----------------------------------------------------------------------

14.    Type of Reporting Person

       OO


-----------------------------------------------------------------------

-----------------------------------------------------------------------


---------------------------------------------------------------------

1.       Names of Reporting Persons


         Alesia Asset Management LLC


----------------------------------------------------------------------

2.       Check the Appropriate Box                         (a)     [X]

         if a Member of a Group                            (b)     [_]


----------------------------------------------------------------------

3.       S.E.C. Use Only


----------------------------------------------------------------------

4.       Source of Funds

         AF


-----------------------------------------------------------------------

5.       Check box if disclosure of legal proceedings

	 is required pursuant to items 2(d) or 2(e): [_]


----------------------------------------------------------------------

6.      Citizenship or Place of Organization


	California

----------------------------------------------------------------------

Number of Shares        (7)     Sole Voting Power          0

Beneficially            (8)     Shared Voting Power        41,408 shares
Owned by Each						   of Non-Voting
Reporting Person With:					   Common Stock

		        (9)     Sole Dispositive Power     0

		        (10)   	Shared Dispositive Power   41,408 shares
							   of Non-Voting
							   Common Stock


----------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person


       41,408 shares of Non-Voting Common Stock

-----------------------------------------------------------------------

12.    Check if the Aggregate Amount in Row (11) Excludes Certain

       Shares


       [_]

-----------------------------------------------------------------------

13.    Percent of Class Represented by Amount in Row 11


       0.3% of the outstanding shares of Non-Voting Common Stock

-----------------------------------------------------------------------

14.    Type of Reporting Person

       IA


-----------------------------------------------------------------------

-----------------------------------------------------------------------


---------------------------------------------------------------------

1.       Names of Reporting Persons


         Alesia Investment Management LLC


----------------------------------------------------------------------

2.       Check the Appropriate Box                         (a)     [X]

         if a Member of a Group                            (b)     [_]


----------------------------------------------------------------------

3.       S.E.C. Use Only


----------------------------------------------------------------------

4.       Source of Funds

         OO


-----------------------------------------------------------------------

5.       Check box if disclosure of legal proceedings

	 is required pursuant to items 2(d) or 2(e): [_]


----------------------------------------------------------------------

6.      Citizenship or Place of Organization


	California

----------------------------------------------------------------------

Number of Shares        (7)     Sole Voting Power          0

Beneficially            (8)     Shared Voting Power        221,307 shares
Owned by Each						   of Non-Voting
Reporting Person With:					   Common Stock

		        (9)     Sole Dispositive Power     0

		        (10)   	Shared Dispositive Power   221,307 shares
							   of Non-Voting
							   Common Stock


----------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person


       221,307 shares of Non-Voting Common Stock
       (See Item 5)

-----------------------------------------------------------------------

12.    Check if the Aggregate Amount in Row (11) Excludes Certain

       Shares


       [_]

-----------------------------------------------------------------------

13.    Percent of Class Represented by Amount in Row 11


       1.7% of the outstanding shares of Non-Voting Common Stock


-----------------------------------------------------------------------

14.    Type of Reporting Person

       IA


-----------------------------------------------------------------------

-----------------------------------------------------------------------


---------------------------------------------------------------------

1.       Names of Reporting Persons


         Christopher E. Olin


----------------------------------------------------------------------

2.       Check the Appropriate Box                         (a)     [X]

         if a Member of a Group                            (b)     [_]


----------------------------------------------------------------------

3.       S.E.C. Use Only


----------------------------------------------------------------------

4.       Source of Funds

         AF, PF


-----------------------------------------------------------------------

5.       Check box if disclosure of legal proceedings

	 is required pursuant to items 2(d) or 2(e): [_]


----------------------------------------------------------------------

6.      Citizenship or Place of Organization


	United States of America

----------------------------------------------------------------------

Number of Shares        (7)     Sole Voting Power          5,120 shares
Beneficially						   of Non-Voting
Owned by Each						   Common Stock
Reporting Person With:	(8)     Shared Voting Power        262,715 shares
							   of Non-Voting
							   Common Stock

		        (9)     Sole Dispositive Power     5,120 shares
							   of Non-Voting
							   Common Stock

		        (10)   	Shared Dispositive Power   262,715 shares
							   of Non-Voting
							   Common Stock

----------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person


       267,835 shares of Non-Voting Common Stock


-----------------------------------------------------------------------

12.    Check if the Aggregate Amount in Row (11) Excludes Certain

       Shares


       [_]

-----------------------------------------------------------------------

13.    Percent of Class Represented by Amount in Row 11


       2.1% of the outstanding shares of Non-Voting Common Stock

-----------------------------------------------------------------------

14.    Type of Reporting Person

       IN


-----------------------------------------------------------------------

-----------------------------------------------------------------------


---------------------------------------------------------------------

1.       Names of Reporting Persons


         Timothy Stabosz


----------------------------------------------------------------------

2.       Check the Appropriate Box                         (a)     [X]

         if a Member of a Group                            (b)     [_]


----------------------------------------------------------------------

3.       S.E.C. Use Only


----------------------------------------------------------------------

4.       Source of Funds

         PF


-----------------------------------------------------------------------

5.       Check box if disclosure of legal proceedings

	 is required pursuant to items 2(d) or 2(e): [_]


----------------------------------------------------------------------

6.      Citizenship or Place of Organization


	United States of America

----------------------------------------------------------------------

Number of Shares        (7)     Sole Voting Power          378,921 shares
Beneficially						   of Non-Voting
Owned by Each						   Common Stock
Reporting Person With:
                                                           22,600 shares
                                                           of Voting
                                                           Common Stock

                        (8)     Shared Voting Power        0

		        (9)     Sole Dispositive Power     378,921 shares
							   of Non-Voting
							   Common Stock

							   22,600 shares of
							   Voting Common
							   Stock

		        (10)   	Shared Dispositive Power   0


----------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person


       378,921 shares of Non-Voting Common Stock
       22,600  shares of Voting Common Stock

-----------------------------------------------------------------------

12.    Check if the Aggregate Amount in Row (11) Excludes Certain

       Shares


       [_]

-----------------------------------------------------------------------

13.    Percent of Class Represented by Amount in Row 11


       2.9% of the outstanding shares of Non-Voting Common Stock
       0.8% of the outstanding shares of Voting Common Stock

-----------------------------------------------------------------------

14.    Type of Reporting Person

       IN


-----------------------------------------------------------------------

-----------------------------------------------------------------------


This Amendment No. 2 to Schedule 13D relates to the Schedule 13D filed on
August 20, 2018 (the "Original Schedule 13D") by (i) Alesia Value Fund LLC
("AVF"), a California limited liability company, (ii) Alesia Asset
Management LLC ("AAM"), a California limited liability company, (iii)
Alesia Investment Management LLC ("AIM"), a California limited liability
company, (iv) Christopher E. Olin ("Olin"), a citizen of the United States,
and (v) Timothy Stabosz ("Stabosz"), a citizen of the United States,
(collectively, the "Reporting Persons") relating to the Voting Common Stock,
par value $0.10 per share and the Non-Voting Common Stock, par value $0.10
per share, (collectively, the "Shares") of PHI, Inc., a Louisiana
corporation (the "Issuer").

Except as specifically amended by this Amendment No. 2, the Original
Schedule 13D is unchanged.


Item 3. Source and Amount of Funds or Other Consideration


The first paragraph of Item 3 of the Original Schedule 13D is hereby
amended and restated to read in full as follows:

"(i) The aggregate consideration paid for the 41,408 shares of Non-
Voting Common Stock owned directly by AVF was $423,847.27, inclusive
of brokerage commissions. The Shares owned by directly by AVF were
acquired with the working capital of AVF. (ii) The aggregate
consideration paid for the 221,307 shares of Non-Voting Common Stock
purchased by AIM on behalf of its investment advisory clients was
$2,406,772.71, inclusive of brokerage commissions. The Shares
purchased by AIM were acquired with the investment capital of AIM's
client accounts. (iii) The aggregate consideration paid for the
24,246 shares of Non-Voting Common Stock owned directly by Olin was
$261,232.58, inclusive of brokerage commissions. The shares owned
directly by Olin were purchased with personal funds. (iv) The
aggregate consideration paid for the 378,921 and 22,600 shares of Non-
Voting and Voting Common Stock owned directly by Stabosz was
$3,585,047.74 and $190,092.01, respectively, inclusive of brokerage
commissions. The shares owned directly by Stabosz were purchased with
personal funds."


Item 4. Purpose of Transaction


Item 4 of the Original Schedule 13D is hereby amended and supplemented
by adding the following information:

"On September 28, 2018, the Issuer announced in a press release that
a financial advisor had been hired to assist the Issuer in evaluating
strategic alternatives to enhance shareholder value, among other goals.
In the same press release, the Issuer announced the refinancing and
maturity extension of its secured debt at a reasonable rate of 6%. The
new secured debt also dispenses with all previous financial covenants.
The Reporting Persons believe this significantly improves the Issuer's
financial position and paves the way for redeeming the Issuer's
outstanding bonds due in March 2019.

The Reporting Persons continue to believe Shares of the Issuer are
significantly undervalued. Moreover, the Reporting Persons believe that
the Issuer's Board of Directors will make a decision regarding strategic
alternatives that is in the best interests of shareholders.

Between September 5, 2018 and October 5, 2018, the Reporting Persons
made additional transactions in the Shares of the issuer. Purchases were
made based on the Reporting Persons' beliefs that the Shares, when
purchased, were undervalued and presented an attractive investment
opportunity. Sales were made for portfolio management purposes in open
market transactions. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the
availability or demand of Shares at prices that would make the purchase
or sale of Shares desirable, the Reporting Persons may increase or
decrease their positions in the Issuer."


Item 5. Interest in Securities of the Issuer


Item 5 of the Original Schedule 13D is hereby amended and restated to read
in full as follows:


"Based on the Issuer's quarterly report on Form 10-Q filed on August 9,
2018, there were 12,905,525 shares of Non-Voting Common Stock and
2,905,757 shares of Voting Common Stock outstanding as of August 6,
2018.

As a group, the Reporting Persons control 5.0% and 0.8% of the Issuer's
Non-Voting and Voting Common Stock outstanding, respectively.

  A. AVF directly owns 41,408 shares of Non-Voting Common Stock,
     constituting 0.3% of the outstanding Non-Voting Common Stock. AVF
     has shared voting and dispositional power for 41,408 shares of
     Non-Voting Common Stock.

  B. AAM is the managing member of AVF and may be deemed to be the
     beneficial owner of the 41,408 shares of Non-Voting Common Stock
     owned by AVF. This ownership constitutes 0.3% of the outstanding
     Non-Voting Common Stock. AAM has shared voting and dispositional
     power for 41,408 shares of Non-Voting Common Stock.

  C. Investment advisory clients of AIM directly own 221,307 shares of
     Non-Voting Common Stock. These shares represent 1.7% of the
     outstanding Non-Voting Common Stock. AIM has shared voting and
     dispositional power for 221,307 of Non-Voting Common Stock. For the
     investment advisory accounts of AIM's clients that hold Shares,
     persons other than AIM have the right to receive, or the power to
     direct the receipt of, dividends from, or the proceeds from the sale
     of the Shares. No individual client of AIM is known to hold more than
     five percent of either class of the Issuer's Common Stock. Pursuant
     to Rule 13d-4 under the Securities Exchange Act of 1934, as amended,
     AIM hereby declares that nothing in this schedule shall be construed
     as an admission that AIM is, for purposes of Section 13(d) or 13(g)
     of Securities Exchange Act, the beneficiary of the securities covered
     by this schedule.

  D. Olin is the sole managing member of AAM and AIM. Olin therefore
     has shared voting and dispositional power over 262,715 shares of Non-
     Voting Common Stock. These shares represent 2.0% of the Issuer's
     outstanding Non-Voting Common Stock. Olin owns directly 24,246 shares
     of Non-Voting Common Stock. These shares represent 0.2% of the
     Issuer's Non-Voting Common Stock outstanding. Olin shares voting and
     dispositional power with AIM for 19,126 shares of Non-Voting Common
     Stock (0.1% of the outstanding Non-Voting Common Stock) and has sole
     voting and dispositional power over 5,120 shares of Non-Voting Common
     Stock, representing <0.1% of the outstanding shares of the Issuer's
     Non-Voting Common Stock.

  E. Stabosz directly owns 378,921 and 22,600 shares of the Non-Voting
     and Voting Common Stock,respectively. These shares represent 2.9% and
     0.8% of the Issuer's outstanding Non-Voting and Voting Common Stock,
     respectively. Stabosz has sole voting and dispositional power over
     378,921 and 22,600 shares of Non-Voting and Voting Common Stock,
     respectively.

  F. Transactions in the Shares by the Reporting Persons over the past
     60 days are set forth in an attached exhibit and are incorporated
     herein by reference. Transactions reported in the exhibit have been
     aggregated by transaction date. The specific prices of individual
     transactions will be made available to the Commission, the Issuer,
     or any shareholder upon request."


Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented
by adding a reference to the following exhibits:

Exhibit No.		Description

Ex. 6			Amended Transactions in the Shares by the
			Reporting Persons


SIGNATURES


After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.


Date: October 9, 2018

Alesia Value Fund LLC
By: Alesia Asset Management LLC
its managing member


/s/ Christopher E. Olin
-------------------------------
Name: Christopher E. Olin
Title: Managing Member
Alesia Asset Management LLC


/s/ Christopher E. Olin
-------------------------------
Name: Christopher E. Olin
Title: Managing Member
Alesia Investment Management LLC


/s/ Christopher E. Olin
-------------------------------
Christopher E. Olin, individually


/s/ Timothy Stabosz
-------------------------------
Timothy Stabosz, individually


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7
<SEQUENCE>2
<FILENAME>Exhibit6.past60daya.txt
<DESCRIPTION>AMENDED 60-DAYS TRANSACTIONS
<TEXT>
Exhibit 6

TRANSACTIONS IN THE SHARES IN THE OPEN MARKET

Amended 60 Day Transaction History

Reporting Date		Trans.	     Qty	Price/Share
Person

AIM	  8/7/2018	Buy PHIIK    8,649 	$8.20
Stabosz	  8/7/2018	Buy PHIIK    21,192 	$8.23
Stabosz	  8/8/2018	Buy PHIIK    21,105 	$8.11
Stabosz	  8/8/2018	Buy PHII     2,000 	$8.10
AVF	  8/9/2018	Buy PHIIK    1,914 	$8.15
AIM	  8/9/2018	Buy PHIIK    20,915 	$8.21
Stabosz	  8/9/2018	Buy PHIIK    29,095 	$8.18
Stabosz	  8/13/2018	Buy PHIIK    31,390 	$7.41
Stabosz	  8/15/2018	Buy PHIIK    5,880 	$8.08
AIM	  8/16/2018	Sell PHIIK   44 	$8.18
Stabosz	  8/16/2018	Buy PHIIK    2,931 	$8.17
Stabosz	  8/17/2018	Buy PHIIK    6,135 	$8.22
AIM	  8/20/2018	Buy PHIIK    37 	$8.23
Stabosz	  8/24/2018	Sell PHII    2,000	$9.31
AIM	  8/28/2018	Buy PHIIK    1,066  	$8.90
Stabosz   8/29/2018	Sell PHIIK   37,200     $8.56
AIM	  8/29/2018     Sell PHII    4,363      $9.19
AIM       8/29/2018	Buy PHIIK    12,433     $8.66
Olin      8/29/2018	Buy PHIIK    888	$8.80
Olin      8/29/2018	Sell PHII    888	$9.16
AIM       8/31/2018	Buy PHIIK    34		$8.39
Stabosz   9/4/2018	Buy PHIIK    6,733	$8.13
Stabosz   9/18/2018	Buy PHII     24,600	$8.40
Stabosz   9/18/2018	Sell PHII    1,000	$8.50
Stabosz   9/18/2018	Buy PHIIK    10,888	$8.49
AIM       9/19/2018	Sell PHIIK   1,749	$9.12
AIM       9/26/2018	Sell PHIIK   2,800	$9.23
Stabosz   10/1/2018	Sell PHII    1,000	$9.98
AVF       10/1/2018	Buy PHIIK    8,006	$9.42
AIM       10/1/2018	Buy PHIIK    516	$9.44
Stabosz   10/1/2018	Buy PHIIK    19,700	$9.42
Stabosz   10/3/2018	Buy PHIIK    11,626	$9.58
Stabosz   10/4/2018	Buy PHIIK    4,000	$9.49
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>